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DECREE No

DECREE No. 13-CP ON THE 27TH OF JANUARY, 1995 OF THE GOVERNMENT ON THE ESTABLISHMENT OF THE VIETNAM NATIONAL COAL CORPORATION AND THE ISSUE OF THE CORPORATION'S STATUTE

THE GOVERNMENT

Pursuant to the Law on Organization of the Government on the 30th of September, 1992;

In furtherance of the conclusions made at the Government's session on the 6th of January, 1994;

Considering the proposal of the Minister of Energy concerning the implementation of Decision No.91-TTg on the 7th of March, 1994 of the Prime Minister on the trial founding of business corporations,

DECREES:

Article 1.- To establish the Vietnam National Coal Corporation in conformity with the contents of Decision No.563-TTg on the 10th of October 1994 of the Prime Minister.

Article 2.- To issue, attached to this Decree, the Statute on the Organization and Operation of the Vietnam National Coal Corporation.

Article 3.- The Minister of Energy, the Minister of Finance, the Government Commission on Organization and Personnel, the Governor of the State Bank, the other Ministers, the Heads of the ministerial-level agencies and the agencies attached to the Government shall base themselves on this Statute to guide the implementation.

Article 4.- This Decree takes effect as from the date of its signing.

The ministers, the heads of the ministerial-level agencies and the agencies attached to the Government, the presidents of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam National Coal Corporation shall have to implement this Decree.

On behalf of the Government

Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL COAL CORPORATION

(issued together with Decree No.13-CP on the 27th of January, 1995 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam National Coal Corporation (hereunder referred to as the Corporation) is a large business of the State composed of many member businesses and non-business units operating on a national scale.

The Vietnam National Coal Corporation shall have to organize the exploration, extraction and processing of coal, organize a network of coal sale on the domestic market and export coal, ensure the supply of coat for the needs of national construction in conformity with the State's strategy for socio-economic development and with the task assigned by the Prime Minister to the corporation in each period. Making full use of its existing facilities, the Vietnam National Coal Corporation shall carry out multi-branch business activities by developing the coal industry in those branches and occupations allowed to register for business activities stipulated by law.

The main Office of the Corporation is located in Ha Long city, Quang Ninh province.

The Vietnam National Coal Corporation is called Than Vietnam (TVN) in abbreviation.

Its international transaction name is VIETNAM NATIONAL COAL CORPORATION, or VINACOAL in abbreviation.

Article 2.- The Corporation has the legal person status, has its seal and is authorized to open its accounts in the banks in the country and abroad, and is organized and operates in accordance with this Statute. The Corporation applies a comprehensive economic accounting system, and is permitted to set up concentrated funds as stipulated by the State. The member businesses shall effect either independent accounting or dependent accounting, and all the non-business units shall have the legal person status, operate according to the State law and the Statute of the Corporation.

Article 3.- The Corporation is assigned by the State to manage, exploit and use the natural mineral resources and land for fulfillment of the task mentioned in Article 1. The Corporation shall have to work out a plan of territorial delimitation for management, manage and tap the natural resources, protect and use its land, manage the mines and protect the environment in accordance with the set purpose and with law, and fulfill its obligations and rights in those areas allotted by the State for its management, protection and exploitation.

Article 4.- The Corporation is granted capital and property by the State, and is allowed to mobilize all available sources of capital at home and abroad in different forms as stipulated by the State to carry out its task. The Corporation shall have to safeguard the capital granted, constantly accumulate it for development investment, and fulfill its financial obligation to the State. The Corporation must constantly improve its equipment, technology and management in order to reduce production cost and raise the quality of its product.

Article 5.- The Corporations is entitled to recruit and use a workforce commensurate with its production and business tasks; to create conditions for developing the right to mastery of the laborers in production, business and management of the business, raise labor productivity and work efficiency, take measures to train and foster the human resources of the Corporation, and ameliorate the living and working conditions of the laborers.

Article 6.- The organizational structure of the Corporation is composed of:

1. The Managing Board which is assisted in its work by a Supervisory Commission and the Office of the Corporation.

2. The General Director, who is assisted in his work by a number of Vice General Directors, the Office, and the specialized departments.

3. The member units of the Corporation.

Chapter II

THE MANAGING BOARD

Article 7.- The Managing Board is the highest decision-making body of the Corporation. The Managing Board, which is empowered by the State to exercise the function of the representative of State ownership in the whole Corporation as stipulated by law and this Statute, is answerable to the State and the Prime Minister.

The members of the Managing Board shall be appointed by the Prime Minister at the proposal of the Minister of Energy. Before making its proposal, the Ministry of Energy must obtain the written approval of the Minister-Chairman of the Government Commission on Organization and Personnel.

Article 8.- The Managing Board of the Corporation is composed of 5 full-time members:

- The President,

- A Vice-President,

- The General Director, and

- The other two members are specialists in law, technique and economics.

Article 9.- The Managing Board has the following tasks and obligations:

1. Together with the General Director, signing and taking delivery before the State of the mineral resource, land and capital (including debts) belonging to the State, including both the fixed assets and workforce to fulfill the targets and tasks assigned to the Corporation by the State.

2. Considering and ratifying the plan of capital grant and debt repayment, capital preservation and development, and the plan of regulating and mobilizing capital as proposed by the General Director, witnessing the allocation by the General Director, witnessing the allocation by the General Director of the resources mentioned in Item 9.1 to the affiliate members to use, preserve and develop in accordance with the target of the plan already ratified by the Managing Board;

3. Supervising and controlling the General Director and the affiliate members in the use, preservatation and development of the resources assigned by the State, implementing the resolutions and decisions of the Managing Board and law, and fulfilling its obligations towards the State;

4. At the proposal of the General Director, submitting the strategy, the general planning, the long-term plan and five-year plans of the Corporation to the Prime Minister for ratification; approving the general plan of territorial delimitation for the affiliate members in the management, protection and exploitation of natural resources; deciding the annual plan of the Corporation so that the General Director may assign it to the affiliate members for implementation;

5. Submitting joint venture projects with foreign investment to the Prime Minister for ratification, or if empowered by the Prime Minister, deciding them as stipulated by the Government; deciding joint venture projects and economic contracts of high value with domestic partners. Submitting projects of group A to the Prime Minister for investment decision; submitting projects of Group B to the Minister for investment decision; making investment decisions in projects of group C. Empowering the General Director or the Directors of member businesses to ratify small investment projects. Ratifying the plan of organizing production and business and management of the member businesses. Cooperating with the local administration and mass organizations in protecting the Corporation's property.

6. Setting and supervising the implementation of economic and technical norms, including unit salary, unit price and norms in specialized construction, product standards, commodity labels, selling prices of products and services applied in the Corporation, wholesale prices and the retail sale prices brackets and the prices of explosives, as proposed by the General Director on the basis of the common stipulations of the branch and the country. Regulating the levels of resource tax the member units must pay, on the basis of ensuring the full payment of the total resource tax by the Corporation;

7. Drafting and submitting to the Prime Minister for ratification the Statute on the Organization and Operation of the Corporation, and the amendments and supplements to the Corporation's Statute; ratifying the Statutes on the Organization and Operation of the member units, and the amendments and supplementals to their Statutes as proposed by the General Director Guiding the General Director in implementing the plan on the organization of production, rearranging the member units and attached divisions in furtherance of Decision No.381-TTg on the 27th of July, 1994 and Directive No.382-TTg on the 28th of July, 1994 of the Prime Minister. Proposing the establishment, the splitting, merger or dissolution of member units of the Corporation as stipulated by the Government; deciding the opening of Representative Offices and Branches of the Corporation at home and abroad as stipulated by the Government.

Deciding the total staff of the managing body of the Corporation and adjusting it when necessary, as proposed by the General Director.

Proposing to the Prime Minister to appoint, dismiss, commend or discipline the General Director, proposing to the Minister of Energy to appoint, dismiss, commend or discipline the Vice General Directors at the request of the General Director, deciding the appointment, dismissal, commendation or discipline of the Directors of the member units at the proposal of the General Director;

8. Ratifying the proposal of the General Director on the establishment and use of the concentrated funds in accordance with the business plan and the financial plan of the Corporation under the guidance of the Ministry of Finance;

9. Approving the annual general financial report (including an inventory of the property) of the Corporation and of the member units presented by the General Director, and requesting the General Director to make public the financial report of the Corporation as stipulated by the Ministry of Finance.

Article 10.- The Managing Board shall bear responsibility, collective as well as personal, before the Prime Minister and the law for the fulfillment of the tasks assigned. The President or any other members of the Managing Board who fail to fulfill the task assigned, make a wrong decision or an unauthorized decision, causing damage to the national interests, causing losses to the capital, property or natural resources of the State and the property of the people, adversely affecting the operation of the Corporation, and infringing on other regulations of the State, are liable to administrative discipline, shall have to make compensation for the damage, or shall be examined for penal liability as stipulated by law, depending on the seriousness of the offence.

Article 11.- The working regime of the Managing Board:

1. The tenure of the members of the Managing Board is 5 years. The members of the Managing Board may be re-appointed. The tenure of the newly appointed members begins from the date of appointment.

2. The Managing Board holds regular sessions in accordance with its regulations to consider and decide the issues concerning its task, right and responsibility as mentioned in Article 9 and Article 10. At the end of a fiscal year, the Managing Board shall meet to consider the results of the business, and approve the report of the Supervisory Commission, the general financial report, and the business plan of the following year.

3. The Managing Board can convene an irregular meeting to settle urgent affairs at the request of the Board President, or of more than 50 percent of the members, or of the General Director.

4. The President of the Managing Board shall convene and chair all the sessions of the Board; in case he is absent, for force majeure reason, he can appoint the Vice-President to chair the session. A session can be convened only with the participation of at least two-thirds of the Board members.

5. When the Managing Board meets to consider the issues concerning the strategy of development, the general plan, the 5-year and annual plans, major investment projects, foreign invested joint venture projects, and annual financial reports, or to set a system of economic and technical norms for the Corporation, it must invite the authorized representatives of the Ministry of Energy and the other Ministries and branches concerned to attend the session. In case the session involves an important issue related to the local administration, it must invite a representative of the provincial People's Committee to attend the session. These representatives can speak at the session, but they shall not vote; when they think that the resolutions and decisions taken by the Managing Board affect the common interests, they can file a written protest to the Managing Board, and at the same time, report it to the Head of their agency to consider and settle the issue within their jurisdiction. In case of necessity, the Heads of these agencies may report the matter to the Prime Minister.

6. When the Managing Board meets to consider questions related to the rights and obligations of the workers and public employees, it must invite the authorized representative of the service Trade Union to attend. This representative can speak at the session, but he shall not vote, and he can send a protest to the Managing Board, the competent State agencies, the service Trade Union, and the Vietnam General Confederation of Labor, if he thinks that the resolutions and decisions of the Managing Board infringe on the interests and obligations of the workers and public employees in the Corporation.

7. The Managing Board observes collective working system, and passes resolutions and decisions by majority vote of the Board members. The documents and agenda of the session must be sent by the President of the Managing Board to the members and the invited representatives at least 5 days before the opening of the session. The contents and conclusions of the sessions must be written down in the minutes signed by all members of the Managing Board present.

8. The resolutions and decisions of the Managing Board are binding to all the Corporation. In case the General Director holds a different view from a resolution or decision of the Managing Board, he must still implement it, while reserving the right to keep his view and make a written report to the Minister concerned and to the Prime Minister.

Article 12.- The Managing Board is assisted in its work by an Office composed of a number of specialists and assistants selected by the President of the Managing Board. The staff of the Office is decided by the Managing Board. The expenditure for the operation of the Managing Board is registered in the managerial expenditure of the Corporation. The General Director shall use his apparatus to ensure the necessary conditions and means for the operation of the Managing Board.

Article 13.- The Supervisory Commission:

1. The Managing Board shall set up a Supervisory Commission to supervise and control the financial, production and business activities of the Corporation according to the law and the Statute of the Corporation. The Managing Board shall stipulate the concrete tasks and rights of the Supervisory Commission.

The Supervisory Commission is composed of 5 persons headed by a member of the Managing Board. Besides, the Supervisory Commission has two specialists in the Corporation's staff appointed by the President of the Managing Board with the approval of the Executive Committee of the Trade Union of the branch, a representative of the General Department of State Capital and Property Management appointed by its Head, and a representative of the Ministry of Energy appointed by its Minister. These two representatives shall work part-time.

2. The members of the Supervisory Commission have a 5-year tenure. During their tenure, any member who fails to fulfill his/her task shall be replaced. The tenure of a newly appointed member begins from the date of his/her appointment.

3. The Supervisory Commission works according to the plan and task assigned by the Managing Board. The Supervisory Commission shall report to the Managing Board the results of its supervisory and control work at the request of the Managing Board, and make suggestions or proposals to strengthen and perfect the management of the Corporation's activities according to its Statute and laws.

4. The Supervisory Commission shall be invited to attend the General Director's work review sessions and a number of the Managing Board sessions.

5. The expenditure for the operation of the Supervisory Commission is borne by the Office of the Managing Board, and is registered as part of the operational expenditures of the Managing Board.

Chapter III

THE GENERAL DIRECTOR AND HIS ASSISTING APPARATUS

Article 14.-

1. The General Director is the juridical person in all activities of the Corporation and is responsible before the law. The General Director has the highest jurisdiction in the Corporation, directly answerable to the State and the Managing Board for the effective use of the resources assigned to the Corporation.

2. The Vice General Directors are assigned or empowered by the General Director to manage and direct one or a number of areas of activity of the Corporation.

3. The Office and the professional and specialized departments have the function of advising and assisting the General Director in managing and directing the Corporation's work.

4. The managerial expenditure of the Corporation's apparatus (including the expenditure for the operation of the Managing Board) shall be included into the production cost of the member businesses.

Article 15.- The General Director has the following tasks and rights:

1. Together with the Managing Board, signing and taking delivery of the State-owned mineral resources, land, capital and debts, and the workforce assigned by the State for management and use according to the aim and task assigned by the State to the Corporation; allocating the resources granted by the State to the member units for use, preservation and development, according to the plans ratified by the Managing Board as mentioned in Article 9;

2. Drafting and submitting to the Managing Board the development strategy, general plan, five-year and annual plans of the Corporation, and the plan to coordinate the business programs of the Corporation's units. Issuing decisions on organizing the implementation of the strategy, general plan and specific plans already ratified;

3. Planning investment projects and joint venture projects with foreign and domestic investors, contracts of high economic value of the Corporation, and plans on organizing production, business and management, and submitting them to the Managing Board for approval as stipulated in Article 9 (Item 5). Deciding minor investment projects of the Corporation. Organizing the implementation of those decisions;

4. Setting economic and technical norms, the standards of products, unit salaries, selling prices of products and services within the Corporation, wholesale prices and the bracket of retail sale prices of coal and the prices of explosives in conformity with the general stipulations of the branch and of the State, and submitting them to the Managing Board for issuance, or to issue them by himself if empowered by the Managing Board. Implementing the decisions on the norms, standards and unit prices in the Corporation, and checking their implementation by the member units;

5. Proposing through the Managing Board to the Minister of Energy to appoint, dismiss, commend or discipline the Vice General Directors of the Corporation; proposing to the Managing Board to appoint, dismiss, commend or discipline the Directors of the member units. Deciding to appoint, dismiss, commend or discipline the Vice Directors of the member units, and the Directors of the units under the member units at the proposal of the Directors of the member units. Deciding to appoint, dismiss, commend or discipline the Heads and Deputy Heads of the Commission and of the Office of the Corporation.

Planning the total staff of the Corporation's managing apparatus, and the plan for adjustment in case of change in the organization and staff of the managing apparatuses of the Corporation and its member units; directly establishing and directing the managing apparatus of the Corporation; controlling the staff of the managing apparatuses of the member units; ratifying the plan to re-organize, establish or dissolve the units under the member units;

6. Proposing to the Managing Board to adjust the capital and other resources when they are assigned to the member units, and adjust them in case of change in the tasks of the member units in the form of increasing or reducing the capital. Directing the Corporation's financial company to conduct the mobilization of capital and the granting of loans to meet the demand for capital of the Corporation and its member units. Issuing decisions on the mobilization and use of the centralized funds of the Corporation;

7. Setting up the centralized funds of the Corporation as stipulated by the Government, as guided by the Ministry of Finance, and as decided by the Managing Board, including:

a/ The development investment fund made up of the source of capital from the capital depreciation fund and the profit from re-investment.

The capital depreciation fund and re-investment profit of dependent accounting businesses shall be concentrated in the Corporation for investment according to the annual plan.

If the Corporation wishes to mobilize the capital depreciation fund and re-investment profit of the independent accounting businesses, it must observe the principle of borrowing and repaying at an internal interest rate ratified by the General Director with the mandate of the Managing Board, and under the guidance of the Ministry of Finance.

b/ The scientific research and full-time training fund for the Corporation's non-business units is set up with capital from the production development funds of the member units, and the source of capital for the non-business units and training from the State budget (if any). In addition, the non-business units of the Corporation can carry out scientific research and training contracts with businesses inside and outside the Corporation in order to supplement the funds for their activities.

c/ The financial reserve fund, the bonus fund and the welfare fund of the Corporation's Office shall be set up under the guidance of the Ministry of Finance.

d/ The medical insurance fund shall be raised under the guidance of the Ministries of Finance and Health;

8. Paying taxes arising from business activities which the Corporation keeps under its centralized accounts as stipulated by law. The Corporation does not have to pay turnover tax for its own products and services supplied for the production within the Corporation. Any property transferred within the Corporation shall be exempt from registration fees or taxes.

9. Making the Corporation's annual general financial report (including a property inventory) with clear distinction between the centralized accounts of the Corporation and the accounts of those member units with independent accounting, and submitting it to the Managing Board for approval. The general financial report must be based on the documents already verified by a legal audit agency.

10. Making decisions beyond his jurisdiction in emergency cases (such as natural disasters, fires, accidents and other incidents), and bearing responsibility for such decisions, and at the same time, reporting it immediately to the Managing Board and other competent agencies for further settlement.

Chapter IV

THE MEMBER UNITS OF THE CORPORATION

Article 16.- The Vietnam National Coal Corporation has, as its member units, the independent accounting State-owned businesses (including the Financial Company), the dependent accounting State-owned businesses, and non-business units (listed in the Appendix attached to this Statute).

Each member unit of the Corporation is organized and operates according to its own statute in accordance with law and with this Statute, and ratified by the Managing Board.

Each member unit as an independent accounting juridical person, has its own seal and office, and can open its own bank accounts with the method of accounting stipulated by the Statute of the Corporation and its own Statute.

Article 17.- Those businesses with independent economic accounting in the Corporation are bound by their interests and obligations to the Corporation, while enjoying autonomy in business and financial activities as a juridical person with an independent economy. More specifically:

1. In the strategy and development investment:

a/ They shall be assigned or empowered to organize the execution of development investment projects as planned by the Corporation. They shall be granted resources by the Corporation to carry out the projects.

b/ They can invest in development projects outside those projects directly managed by the Corporation, but they must themselves mobilize the capital needed and be responsible for it.

2. In their production and business activities:

They shall work out and organize the execution of their plan by:

a/ Ensuring the targets, objectives, the major balances, the main economic and technical norms (including both unit prices and prices) in conformity with the general plan of the Corporation.

b/ Carrying out their plan of enlarged production and business, on the basis of making the most of all the resources in their possession or mobilized in response to the market demand.

3. In their financial activities and economic accounting:

a/ They shall be granted part of the capital and resources assigned by the State to the Corporation, including supplementary decisions for increase or reduction (if any). They are obliged to preserve this capital and develop these resources.

b/ They can mobilize other sources of capital and credit as stipulated by law to carry out their plan of production and business and development investment.

c/ They can set up an infrastructure construction investment fund, a production development fund, a bonus fund, a welfare fund, and a financial reserve fund as stipulated by the State. They shall contribute to and benefit from the Corporation's centralized funds as stipulated by this Statute and by other decisions of the Corporation's Managing Board.

d/ As an independent economic juridical person, they shall have to pay taxes and discharge their other financial obligations (if any) to the State as stipulated by law.

e/ They can be empowered by the Corporation to represent it in signing and carrying out contracts with local and foreign customers.

4. In the domain of organization, personnel and labor:

a/ These businesses can propose to the Corporation to consider or decide, or be empowered by the Corporation to decide, the organization, dissolution or merger of its member units and their business managing apparatus according to the Statute of the Corporation and their own Statutes.

b/Depending on the requirement in their activities, the member businesses of the Corporation can form units of their own. These units use the dependent economic accounting system, have their seal modeled on that of State-owned businesses, can open their bank accounts, and sign economic contracts in conformity with their authority and division of responsibility as stipulated for member businesses of the Corporation.

c/ Within the total staff approved by the Corporation, these businesses can recruit, employ or dismiss the employees working in their managing body. The appointment or dismissal of managerial posts in their apparatus and member units must conform to the division of responsibility stipulated in Article 9 (Item 7) and Article 15 (Item 5) of this Statute.

d/ These businesses have the right and responsibility to attend to the development of the manpower resource in order to fulfill their production and business task and development strategy; and improve the working and living conditions of the laborers in line with the Labor Code and the Trade Union Law.

Article 18.- Those dependent accounting State-owned businesses can have autonomy in their production and business, financial activities, organization and personnel with the obligations and authority as stipulated for the independent accounting member businesses stipulated in Article 17 (except Items 1b, 2b, 3b, 3d and 4b).

The power to carry out the above jobs is valid only when there is an assignment or delegation of powers in writing by the Corporation.

Article 19.- The non-business units apply the Statutes on their organization and operation ratified by the General Director with the authorization of the Managing Board, apply the internal accounting system by covering their expenditures with their revenues, can receive partial funding from the State budget for their operation, can increase their revenue by offering services and carrying out scientific research and training contracts with other units inside and outside the Corporation, can benefit from the bonus fund and the welfare fund at the same average rate as those working in the Corporation's apparatus.

Article 20.- The Financial Company is a member of the Vietnam National Coal Corporation, operating in accordance with law and the guidance of the Governor of the of the State Bank, under the Statute ratified by the Managing Board, and the direction of the General Director of the Vietnam National Coal Corporation.

The Financial Company performs its task of mobilizing capital and granting loans to meet the requirements of capital of the Corporation and its member units in these forms: receiving preferential credit loans from the Government, commercial credits from banks and financial institutions at home and abroad; issuing stocks, and business and project bonds; buying and selling valued papers and certificates; and mobilizing idle money among the workers and employees within the Corporation.

The Financial Company shall carry out the Corporation's investment projects and other services as stipulated by the Statute and Regulations of the Financial Company. With regard to major projects, the investors shall directly sign contracts, and the Financial Company shall perform the service function.

The units shall use capital of the Financial Company on the principle of borrowing and repaying at an internal interest rate proposed by the Financial Company and ratified by the General Director with the mandate of the Managing Board.

Article 21.- The Mining Chemicals Company shall supply explosive on a national scale for the coal branch and other businesses which are permitted to use industrial explosives as stipulated by the State.

Article 22.- The Coal Import-Export and Material Supply Company (Coalimex) is empowered by the Vietnam National Coal Corporation to represent it in a number of import-export activities and international cooperation.

Article 23.- The member businesses of the Corporation are directed by their Directors. The directors are the juridical representatives of the businesses before law, and are answerable before the Corporation and the State for all activities of their businesses.

The Business Council is established on the basis of the mutual agreement between the Director of the business and the executive Committee of the business Trade Union under the leadership of the Party Committee at the business.

The Business Council shall have to develop the right to mastery of the workers and employees, suggest to the Director of the business measures to fulfill the production and business plans, and development investment plans of the business; consider and decide the use of the bonus fund and the welfare fund at the proposal of the Director of the business; direct the workers' Inspection Committee in supervising and controlling the implementation by the business of the resolutions of the Workers and Employees' Congress, the Statute of the business, and the State's policies and laws within the business.

Chapter V

PARTY AND MASS ORGANIZATIONS IN THE CORPORATION

Article 24.- The organizations of the Party, the Trade Union and the Ho Chi Minh Communist Youth Union in the Corporation operate in accordance with the Constitution, law and the Statutes of the Communist Party of Vietnam, the Vietnam General Confederation of Labor, the Ho Chi Minh Communist Youth Union, and with the stipulations of the Secretariat of the Central Committee of the Communist Party of Vietnam, the Vietnam General Confederation of Labor, the Central Executive Committee of the Ho Chi Minh Communist Youth Union.

Chapter VI

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 25.- The reorganization and dissolution of the Vietnam National Coal Corporation shall be proposed by the Managing Board of the Corporation, and considered and submitted by the Minister of Energy to the Government for decision.

Article 26.- The Vietnam National Coal Corporation shall be dissolved when the Government deems it unnecessary to maintain it.

Article 27.- The reorganization or rearrangement, merger or dissolution, and the establishment of new member units of the Vietnam National Coal Corporation shall be proposed by the Managing Board of the Corporation, submitted by the Minister of Energy to the Prime Minister for ratification, and the Prime Minister shall empower the Minister of Energy to sign the decision.

Article 28.- In case the Vietnam National Coal Corporation and its member units fall into bankruptcy, their case shall be handled as stipulated by the Law on Bankruptcy of Businesses.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 29.- This Statute shall apply to the Vietnam National Coal Corporation. All the member units of the Vietnam National Coal Corporation shall have to abide by this Statute.

This Statute takes effect as from the date of the signing of the Decree on its promulgation.

Article 30.- In case the documents of the Government, the ministries, the ministerial-level agencies, the agencies attached to the Government, the People's Committees of the provinces and cities directly under the Central Government, and the decision on the establishment of member businesses vary with this Statute, the provisions in this Statute shall prevail.

Article 31.- The member units of the Vietnam National Coal Corporation shall base themselves on the Statute of the Corporation to draft their own organizational and operational Statutes, and submit these Statutes to the Managing Board for ratification. The Statute of a member unit must not be contrary to the Statute of the Corporation.

Article 32.- In the process of implementation, the Vietnam National Coal Corporation should sum up experiences in various fields of activity in order to propose to the Government to ratify the necessary amendments and supplements to this Statute.

On behalf of the Government

Prime Minister

VO VAN KIET

APPENDIX

(Attached to the Statute on the Organization and Operation of the Vietnam National Coal Corporation)

LIST OF THE MEMBER UNITS OF THE VIETNAM NATIONAL COAL CORPORATION

(at the time of the founding of the Corporation)

I. PRODUCTION AND BUSINESS UNITS:

1. The Cam Pha Coal Company

2. The Hon Gai Coal Company

3. The Uong Bi Coal Company

4. The Domestic Coal Company

5. The Khe Tam Coal Company (1)

6. The Quang Ninh Coal Company (2)

7. The Dong Bac Company (3)

8. The Geology and Mining Company

9. The Northern Goal Processing and Business Company (4)

10. The Central Coal Processing and Business Company (4)

11. The Southern Coal Processing and Business Company (4)

12. The Coal Import-Export and Material Supply Company (Coalimex)

13. The Mining Chemicals Company (5)

14. The General Trading and Service Company (6)

15. The Mine Survey and Design Company

16. The Coal Financial Company (7)

II. NON-BUSINESS UNITS:

1. The Mining Scientific Research and Technology Institute

2. The Coal Information Center

3. The Measurement and Product Control Center

4. The Mining Rescue Center (8)

5. The Coal Medical Insurance

6. The Coal Workers� Medical Center

7. The Mining Technology High School

8. The Personnel Training School (9)

EXPLANATORY NOTES:

1. Changing the name of the Coal Construction and Production Company into the Khe Tam Coal Company.

2. Merging the former Quang Ninh Coal Company and other coal units in the districts and town of Quang Ninh into the new Quang Ninh Coal Company.

3. Merging the coal units of the armed forces into the Dong Bac Company.

4. Re-organizing the Vietnam Coal Trading and Processing Company into 3 regional companies:

- The Northern Coal Processing and Business Company,

- The Central Coal Processing and Business Company,

- The Southern Coal Processing and Business Company.

5. Integrating a section of Coalimex into the Mining Chemicals Enterprise to form the Mining Chemicals Company.

6. Upgrading the General Services Company of the Energy Industry under the Domestic Coal Company into the General Trading and Service Company.

7. Establishing the new Coal Financial Company.

8. Transferring the Mine Rescue Center under the Cam Pha Coal Company to the Vietnam National Coal Corporation.

9. Changing the name of the Energy Economics High School into the Personnel Training Schools.-